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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of
The Securities Exchange Act of 1934
PAN PACIFIC RETAIL PROPERTIES, INC.
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(Exact name of registrant as specified in its charter)
Maryland 33-0752457
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1631-B South Melrose Drive
Vista, California 92083
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (760) 727-1002
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Common Stock, $.01 Par Value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
Page 1 of 6
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
This registration statement related to the registration with the
Securities and Exchange Commission of shares of Common Stock, par value $.01
per share (the "Common Stock"), of Pan Pacific Retail Properties, Inc., a
Maryland corporation (the "Registrant"). The description of the Common Stock
to be registered hereunder is set forth under the caption "Description of
Capital Stock -- Common Stock" of the Registrant's prospectus dated June 6,
1997 (the "Prospectus"), included in its Registration Statement on Form S-11
(No. 333-28715) filed with the Securities and Exchange Commission pursuant to
the Securities Act of 1933, as amended, which is hereby incorporated herein
by reference.
Item 2. EXHIBITS
Pursuant to Instruction II of the Instructions as to Exhibits for
registration statements on Form 8-A, the documents listed below are filed as
exhibits to this Registration Statement:
EXHIBIT NO.
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3.1 Articles of Amendment and Restatement of the Registrant
(filed as Exhibit 3.1 to the Registration Statement on
Form S-11, File No. 333-28715 and incorporated herein
by reference)
3.2 Amended and Restated Bylaws of the Registrant (filed as
Exhibit 3.2 to the Registration Statement on Form S-11,
File No. 333-28715 and incorporated herein by reference)
4.1 Specimen of Common Stock Certificate
Page 2 of 6
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant had duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Date: August 4, 1997 PAN PACIFIC RETAIL PROPERTIES, INC.
By: /s/ Stuart A. Tanz
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Stuart A. Tanz
Chief Executive Officer and President
Page 3 of 6
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EXHIBIT LIST
SEQUENTIALLY
EXHIBIT NO. DESCRIPTION NUMBERED PAGE
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3.1 Articles of Amendment and Restatement of
the Registrant (filed as Exhibit 3.1 to the
Registration Statement on Form S-11, File
No. 333-28715 and incorporated herein
by reference)
3.2 Amended and Restated Bylaws of the Registrant
(filed as Exhibit 3.2 to the Registration
Statement on Form S-11, File No. 333-28715
and incorporated herein by reference)
4.1 Specimen of Common Stock Certificate
Page 4 of 6
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Temporary Certificate - Exchangeable for Definitive Engraved Certificate When
Ready for Delivery
NUMBER SHARES
[LOGO]
PP
PAN PACIFIC RETAIL PROPERTIES, INC.
COMMON STOCK
INCORPORATED UNDER THE LAWS SEE REVERSE FOR IMPORTANT NOTICE ON TRANSFER
OF THE STATE OF MARYLAND RESTRICTIONS AND OTHER INFORMATION
CUSIP 69806L 10 4
THIS CERTIFIES THAT
IS THE RECORD HOLDER OF
FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON, $.01 PAR VALUE, OF
PAN PACIFIC RETAIL PROPERTIES, INC.
(the "Corporation") transferable on the books of the Corporation by the holder
hereof in person or by his duly authorized attorney, upon surrender of this
Certificate properly endorsed. This Certificate and the shares represented
hereby are issued and shall be held subject to all of the provisions of the
charter of the Corporation (the "Charter") and the Bylaws of the Corporation
and any amendments thereto. This Certificate is not valid unless
countersigned and registered by the Transfer Agent and Registrar.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed on behalf of its duly authorized officers.
Dated:
PAN PACIFIC RETAIL PROPERTIES, INC.
/s/ David L. Adland INCORPORATED /s/ Stuart A. Tanz
SECRETARY 1997 CHAIRMAN
MARYLAND
COUNTERSIGNED AND REGISTERED:
THE BANK OF NEW YORK
TRANSFER AGENT AND REGISTRAR
BY /s/ [ILLEGIBLE]
AUTHORIZED SIGNATURE
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The Corporation is authorized to issue stock of more than one class,
consisting of shares of Common Stock and one or more classes of shares of
Preferred Stock or any class or series of stock other than Common Stock. The
Board of Directors is authorized to determine the preferences, limitations
and relative rights of shares of Preferred Stock before the issuance of any
shares of Preferred Stock. The Corporation will furnish, without charge, to
any stockholder making a written request therefor, a copy of the charter of
the Corporation and a written statement of the designations, relative rights,
preferences and limitations applicable to each such class of stock.
Requests for such written statement may be directed to the Corporate
Secretary at the Corporations's principal office.
The shares represented by this certificate are subject to restrictions on
Beneficial and Constructive Ownership and Transfer for the purpose of the
Corporation's maintenance of its status as a Real Estate Investment Trust
under the Internal Revenue Code of 1986, as amended (the "Code"). Subject to
certain further restrictions and except as expressly provided in the
Corporation's Charter, (i) no Person may Beneficially Own shares of the
Corporation's Common Stock in excess of 6.25 percent (by value or number of
shares, whichever is more restrictive) of the outstanding shares of Common
Stock of the Corporation; (ii) no Person may Constructively Own in excess of
9.8 percent of the outstanding shares of Common Stock of the Corporation (by
value or number of shares, whichever is more restrictive); (iii) no Person
may Beneficially or Constructively Own shares of Common Stock that would
result in the Corporation being "closely held" under Section 858(h) of the
Code or otherwise cause the Corporation to fail to qualify as a REIT; and
(iv) no Person may Transfer shares of common stock if such Transfer would
result in the Common Stock of the Corporation being owned by fewer than 100
Persons or otherwise cause the Corporation to fail to qualify as a REIT. Any
Person who Beneficially or Constructively Owns or attempts to Beneficially or
Constructively Own shares of Common Stock in excess or in violation of the
above limitations must immediately notify the Corporation. If any of the
restrictions on transfer or ownership are violated, the shares of Common
Stock represented hereby will be automatically transferred to a Trustee of a
Trust for the benefit of one or more Charitable Beneficiaries. In addition,
the Corporation may redeem shares upon the terms and conditions specified by
the Board of Directors in its sole discretion if the Board of Directors
determines that ownership or a Transfer or other event may violate the
restrictions described above. Furthermore, upon the occurrence of certain
events, attempted Transfers in violation of the restrictions described above
may be void ab initio. All capitalized terms in the legend have the meanings
defined in the charter of the Corporation, as the same may be amended from
time to time, a copy of which, including the restrictions on transfer and
ownership, will be furnished to each holder of shares of Common Stock of the
Corporation on request and without charge. Requests for such a copy may be
directed to the Corporate Secretary, at the Corporation's principal office.
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according the applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right
of survivorship and not as
tenants in common
UNIF MIN ACT - Custodian
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(Cust) (Minor)
under Uniform Gifts to Minors
Act
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(State)
UNIF TRF MIN ACT - Custodian (until age )
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(Cust)
under Uniform Transfers
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to Minors Act
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(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, hereby sell, assign and transfer unto
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PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
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Shares
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of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
Attorney
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to transfer the said stock on the books of the within named Corporation
within named Corporation with full power of substitution in the
premises.
Dated
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X
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X
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NOTICE: THE SIGNATURES TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME(S) AS
WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR
ANY CHANGE WHATEVER.
Signatures(s) Guaranteed
By
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THE SIGNATURE(S) SHOULD BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND
LOAN ASSOCIATIONS AND CREDIT UNIONS
WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM),
PURSUANT TO S.E.C. RULE 17Ad-15.
